Common use of Changes to pricing Clause in Contracts

Changes to pricing. (a) Unless a specific period for the validity of Prices has been agreed in writing between the Parties in a Transaction Document, ▇▇▇▇▇.▇▇ may change Prices, including TeleAssist rates, for Products and Services under this Agreement by providing Customer at least one (1) month prior written notice, e.g., to reflect a price increase in raw materials or in Product components. However, no such change shall be retroactive. Any such change shall be effective on the date specified in the notice. It shall only apply to new orders, on-going transactions of indefinite duration, and transactions with a defined recurring period. For transactions with a defined recurring period, Customer may request in writing that ▇▇▇▇▇.▇▇ delay the effective date of the change to after the end of the current recurring period. (b) Unless otherwise agreed, Customer acknowledges its agreement to have all such changes apply for such transactions: (i) by placing new orders for Products or Services after the effective date of the change; (ii) in the absence of a request that the effective date of the change be delayed until the end of the recurring period; (iii) by allowing transactions to recur or proceed after receipt of the change notice; or (iv) in the absence of notice of termination of transactions of indefinite duration prior to the effective date of the change. Except as provided above, in order for a change to be valid, it must be signed by both Parties. (c) The previous paragraph notwithstanding, if the cost on the international market of any Product component rises so significantly that it would not be commercially viable for ▇▇▇▇▇.▇▇ to be obliged to continue to allow Customer to buy the affected Products at the previously agreed Prices or discounts, Customer accepts that: (i) upon having appropriately demonstrated such worldwide component cost increase, ▇▇▇▇▇.▇▇ may raise the Price of (or lower the discounts for) its affected Products proportionally in order to compensate for such cost increase; or (ii) if Customer refuses such price increase or discount reduction, ▇▇▇▇▇.▇▇ may temporarily refuse to accept Customer’s orders for the affected Products until the overall cost of components has returned to levels in line with those which applied when this Agreement was first signed.